SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.
(Name of Registrant)
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices)
Common Stocks $.001 par value
(Title of securities with respect to which Notice is
filed)
File Nos. 33-18779 and 811-5486
The following information is required pursuant to Rule
24f-
2(b)(1):
(i). Period for which Notice is filed:
April 1, 1994 to March 31, 1995
(ii). Number or amount of securities of the
same
class or series which had been registered under
the
Securities Act of 1933, as amended, other than
pursuant
to Rule 24f-2 but which remained unsold at
the
beginning of such fiscal year:
None
(iii). Number or amount of securities, if
any,
registered during such fiscal year other
than
pursuant to Rule 24f-2:
None
(iv). Number and amount of securities sold
during
such fiscal year (excludes
shares
issued upon reinvestment of dividends):
1,837,227 shares
$22,926,653
(v.) Number and amount of securities sold during
such
fiscal year in reliance upon registration
pursuant to
Rule 24f-2 (excludes shares issued upon
reinvestment of
dividends:
1,837,227 shares
$22,926,653(1)
An opinion of counsel with respect to the legality of the
above
shares accompanies this Notice.
DATED: May 22, 1995
SMITH BARNEY NEW JERSEY
MUNICIPALS
FUND INC.
By /s/ Lewis E. Daidone
Lewis E. Daidone
Treasurer
(1) The actual aggregate sales price for which such
securities
were sold was $22,926,653. During the fiscal year ended
March
31, 1995, the actual aggregate redemption price of
securities of
Class A, Class B and Class C shares redeemed by the
Registrant
was $(34,725,222). No portion of such aggregate redemption
price
has been applied by the Registrant pursuant to Rule 24e-2(a)
in a
filing made pursuant to Section 24(e)(1) of the
Investment
Company Act of 1940, as amended. Pursuant to Rule 24f-2(c),
the
registration fee with respect to the securities sold
is
calculated as follows:
$22,926,653 - $(34,725,222) = $(11,798,569) x $.00034483 =
$0.
Therefore, no registration fee is necessary.
CERTIFICATE
The undersigned, Treasurer of SMITH BARNEY NEW
JERSEY
MUNICIPALS FUND INC. (the "Fund"), hereby certifies that the
Fund
has received full payment, in accordance with the
provisions of
its Prospectus, for 1,837,227 shares of common stock, par
value
$.001 per share, the sales of which are reported in the
Fund's
Rule 24f-2 Notice covering the fiscal year ended March 31,
1995
and that the facts otherwise stated in such Notice are true.
/s Lewis E. Daidone
Lewis E. Daidone
Treasurer
Dated: May 24, 1995
May 24, 1995
Smith Barney New Jersey Municipals Fund Inc.
388 Greenwich Street
New York, New York 10013
RE: Rule 24f-2 Notice
Gentlemen:
In connection with the filing by Smith Barney New
Jersey
Municipals Fund Inc., a Maryland corporation (the "Fund"),
of a
Notice (the "Notice"), pursuant to Rule 24f-2 under
the
Investment Company Act of 1940, as amended (the "Act"), for
the
Fund's fiscal year ended March 31, 1995, the undersigned
hereby
provides the legal opinion required by that Rule.
In accordance with Rule 24f-2, the Fund has
registered an
indefinite number of shares of common stock, $.001 par
value,
under the Securities Act of 1933, as amended (the "1933
Act").
The purpose of the Notice is to make definite the
registration of
1,837,227 shares of the Fund (the "Shares") sold in reliance
upon
the Rule during the fiscal year ended March 31, 1995.
The undersigned is Vice President and Associate
General
Counsel of Smith Barney Mutual Funds Management Inc., the
Fund's
administrator, and in such capacity, from time to time and
for
certain purposes, acts as counsel to the Fund. I have
examined
copies of the Fund's Articles of Incorporation, its By-
Laws,
resolutions adopted by its Board of Directors, and such
other
records and documents as I have deemed necessary for
purposes of
this opinion. Furthermore, I have examined a Certificate of
the
Treasurer of the Fund to the effect that the Fund received
the
cash consideration for each of the Shares in accordance with
the
aforementioned charter documents and resolutions.
On the basis of the foregoing, and assuming all of
the
Shares were sold in accordance with the terms of the
Fund's
Prospectus in effect at the time of sale, I am of the
opinion
that the Shares have been duly authorized and validly issued
and
are fully paid and non-assessable. This opinion is for
the
limited purposes expressed above and should not be deemed
to be
an expression of opinion as to compliance with the 1933
Act, the
1940 Act or applicable State "blue sky" laws in connection
with
the sales of the Shares.
Very truly yours,
/s/ Caren A.
Cunningham
Caren A. Cunningham
Vice President
and Associate
General
Counsel
